Q: My board is working on bylaws revisions. I’ve been charged with looking into the “must haves.” What would be on your list?


A: I’m so glad you asked this question. One of my biggest complaints is that too many nonprofits use a set of “off-the-shelf” bylaws without thinking through what their real needs are. Even worse is that many of these adopted templates are designed for for-profit corporations and are, therefore, not even fully relevant.

 I have come up with 29 items that I would at least seriously consider covering in your bylaws. What you say about each will reflect the unique culture of your organization. There is no right or wrong approach. I do suggest, however, that you keep your language as unrestrictive as possible to allow you to act with the greatest flexibility.
  1. Indicate the name of the organization.
  2. Identify where the organization is located.
  3. Define your membership, if you have or if you envision a membership.
  4. State if there are any bona fide requirements for board membership – e.g., geographic or organizational representation.
  5. Spell out the directors’ duties of care, loyalty and obedience.
  6. State the offices to be filled, the basic responsibilities of each office – any officer should have a specified duty – and how the offices will be filled, i.e., appointed (by whom) or elected.
  7. Determine how emergency situations are to be handled if they occur between board meetings. (Note: executive committees may not be the answer since they tend to take on additional decision-making, creating an inner circle on the board.)
  8. Indicate how nominations will be handled, i.e., by whom – e.g., nominating committee, governance committee – when and how.
  9. Indicate whether the (paid) chief administrative officer will have a vote.
  10. Spell out any allowable compensation of board members – e.g., reimbursement of expenses or fulfilling a needed job at fair market value.
  11. List the standing committees. The trend is to keep the number of such committees to a minimum and encourage the use of ad hoc committees as needed.
  12. Specify the make-up of your committees, for instance if you will allow non-board members to participate.
  13. Determine the frequency of board meetings, considering the fact that the board is accountable for all activities and actions. (If meetings are too infrequent it may be difficult for board members to stay current and maintain their interest.)
  14. Indicate whether there will be an annual meeting and, if so, who participates, who votes and when it will be. (I would allow a window of at least a month rather than tying the organization to something like the ‘second Tuesday of January.’)
  15. Specify how “special meetings” are to be handled – e.g., notification, who may call such a meeting.
  16. Indicate what constitutes a quorum (refer to “On Nonprofits” January 2006).
  17. Indicate how voting will be done.
  18. Determine what decision-making protocol will be used – e.g., Robert’s Rules, Roberta’s Rules.
  19. Make clear under what conditions and how a board member or an officer may be removed from office.
  20. Spell out how vacancies will be handled.
  21. Determine the size of the board. Current practices suggest a board that is small enough to sit around a table and discuss substantive issues, but large enough to meet the needs of the organization. Consider expressing the size in a range rather than as a specific number so that you can hold out for the best directors and not feel pressured to fill slots.
  22. Consider if term limits will be employed. If so, what will they be? Will officers have their own term limits?
  23. Clarify whether attendance at board and/or committee meetings will include participation via phone or computer. If so, consider a policy clarifying whether a board member must attend any number of meetings in person prior to participating via the technology or whether he or she will be limited to the number of times he or she can use the technology in this way.
  24. Indicate whether the organization will indemnify the board and/or provide Directors and Officers Insurance.
  25. Clarify that directors can trust certain sources of information such as a financial officer only to the degree that they act in good faith, which sometimes still requires the directors to raise questions.
  26. Indicate any required policies – e.g., documents retention, conflict of interest, contracts, deposits, monitoring compliance, whistle-blower protection, etc.
  27. State when/how frequently the bylaws will be re-evaluated. They should be reviewed on a regular basis to ensure that they remain consistent with the organization’s needs and current best practices.
  28. Specify any prohibited transactions – or at least refer to the need to steer clear of any behaviors that could lead to the revocation of the organization’s nonprofit status.
  29. Suggest how the organization will be dissolved if it should become necessary.

Once you’ve finished revising your bylaws the key will be to live them!